Morgan Stanley & Co. LLC MASTER AGREEMENT AMONG UNDERWRITERS REGISTERED SEC OFFERINGS (INCLUDING MULTIPLE SYNDICATE OFFERINGS) AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Agreement Among Underwriters • July 31st, 2019 • Highland Income Fund\ma • New York
This Master Agreement Among Underwriters (this “Master AAU”), dated as of January 1, 2019, is by and between Morgan Stanley & Co. LLC (“Morgan Stanley,” or “we”) and the party named on the signature page hereof (an “Underwriter,” as defined in Section 1.1 hereof, or “you”). From time to time we or one or more of our affiliates may invite you (and others) to participate on the terms set forth herein as an underwriter or an initial purchaser, or in a similar capacity, in connection with certain offerings of securities that are managed solely by us or with one or more other co-managers. If we invite you to participate in a specific offering and sale of securities (an “Offering”) to which this Master AAU will apply, we will send the information set forth in Section 1.1 hereof to you by one or more wires, telexes, telecopy or electronic data transmissions, or other written communications (each, a “Wire,” and collectively, an “AAU”), unless you are otherwise deemed to have accepted an AAU wi
Morgan Stanley & Co. LLC MASTER SELECTED DEALERS AGREEMENT REGISTERED SEC OFFERINGS AND EXEMPT OFFERINGS (OTHER THAN OFFERINGS OF MUNICIPAL SECURITIES)Master Selected Dealers Agreement • July 31st, 2019 • Highland Income Fund\ma • New York
This Master Selected Dealers Agreement (this “Master SDA”), dated as of March 1, 2019, is by and between Morgan Stanley & Co. LLC (including its successors and assigns) (“we,” “our,” “us” or the “Manager”) and the party named on the signature page hereof (a “Dealer,” “you” or “your”). From time to time, in connection with an offering and sale (an “Offering”) of securities (the “Securities”), managed solely by us or with one or more other managers or co-managers, we or one or more of our affiliates may offer you (and others) the opportunity to purchase as principal a portion of such securities on the terms set forth herein as a Selected Dealer (as defined below).
HIGHLAND INCOME FUND THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUSTAgreement and Declaration of Trust • July 31st, 2019 • Highland Income Fund\ma • Massachusetts
THIS THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST made on this 26th day of July, 2019 by the Trustees hereunder, amending and restating the Second Amended and Restated Agreement and Declaration of Trust made on the 25th of September, 2017:
INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • October 29th, 2018 • Highland Floating Rate Opportunities Fund • Delaware
AGREEMENT made as of September 1, 2017, by and between Highland Capital Management Fund Advisors, L.P., a Delaware limited partnership (the “Adviser”), and Highland Floating Rate Opportunities Fund II, a Massachusetts business trust (the “Trust”), on behalf of its series, Highland Floating Rate Opportunities Fund II (the “Fund”).
TRANSFER AGENCY AND SERVICE AGREEMENT BETWEEN EACH OF THE ENTITIES, INDIVIDUALLY AND NOT JOINTLY, AS LISTED ON SCHEDULE A AND BOSTON FINANCIAL DATA SERVICES, INC.Transfer Agency and Service Agreement • August 25th, 2017 • Highland Floating Rate Opportunities Fund Ii • New York
THIS AGREEMENT made as of the 2nd day of December, 2012, by and between EACH OF THE ENTITIES, INDIVIDUALLY AND NOT JOINTLY, as listed on Schedule A, having their principal office and place of business at 200 Crescent Court, Suite 700, Dallas, Texas 75201 (collectively, the “Funds” and individually, the “Fund”) and BOSTON FINANCIAL DATA SERVICES, INC., a Massachusetts corporation having its principal office and place of business at 2000 Crown Colony Drive, Quincy, Massachusetts 02169-0953 (the “Transfer Agent”).
HIGHLAND INCOME FUND (a Massachusetts Business Trust) 5,400,000 Shares of 5.375% Series A Cumulative Preferred Shares UNDERWRITING AGREEMENTUnderwriting Agreement • July 31st, 2019 • Highland Income Fund\ma • New York
MASTER CUSTODIAN AGREEMENTMaster Custodian Agreement • August 25th, 2017 • Highland Floating Rate Opportunities Fund Ii • New York
SECURITIES LENDING AND SERVICES AGREEMENT BETWEEN HIGHLAND FUNDS I (F/K/A PYXIS FUNDS I) ON BEHALF OF EACH OF ITS SERIES LISTED ON SCHEDULE C AND STATE STREET BANK AND TRUST COMPANYSecurities Lending and Services Agreement • August 25th, 2017 • Highland Floating Rate Opportunities Fund Ii • Massachusetts
Agreement (the “Agreement”) dated the 4th day of March 2013 between Highland Funds I (f/k/a Pyxis Funds I) (the “Trust”), on behalf of each of its series listed on Schedule C, severally and not jointly (collectively, the “Funds”, and the Trust acting on behalf of the Funds, the “Borrower”), and State Street Bank and Trust Company, a Massachusetts trust company (“State Street”), setting forth the terms and conditions under which State Street, acting as principal and not as agent on behalf of any party, may from time to time lend certain securities to the Borrower against the receipt of Securities Loan Collateral, as defined herein.
CUSTODY AGREEMENT by and between EACH FUND LISTED ON ANNEX A and THE BANK OF NEW YORK MELLONCustody Agreement • June 11th, 2019 • Highland Income Fund\ma • New York
CUSTODY AGREEMENT, dated as of the latest date set forth on the signature page hereto, between each management investment company listed on Annex A (each, a “Fund”) and THE BANK OF NEW YORK MELLON, a bank organized under the laws of the state of New York (the “Custodian”).
MASTER SUB-ADMINISTRATION AGREEMENTMaster Sub-Administration Agreement • August 25th, 2017 • Highland Floating Rate Opportunities Fund Ii • New York
This Master Sub-Administration Agreement (“Agreement”) dated and effective as of January 7, 2013, is by and between State Street Bank and Trust Company, a Massachusetts trust company (the “Sub-Administrator” ), and Pyxis Capital, L.P., a Delaware Limited Partnership (the “Administrator”).
AMENDMENT TO CUSTODY AGREEMENTCustody Agreement • June 11th, 2019 • Highland Income Fund\ma • New York
This Amendment (“Amendment”) is made as of the 8th day of April, 2019 by and between each management investment company listed on Annex A to the Agreement (as defined below) (each, a “Fund”) and THE BANK OF NEW YORK MELLON (“BNY Mellon”).
SELLING AND/OR SERVICES AGREEMENT FOR HIGHLAND FAMILY OF FUNDSSelling and/or Services Agreement • August 25th, 2017 • Highland Floating Rate Opportunities Fund Ii • New York
This Selling and/or Services Agreement (“Agreement”) is made by and between [NAME OF INTERMEDIARY] (“Intermediary”) and Highland Capital Funds Distributor, Inc. (“Distributor”), and is effective as of the date accepted and agreed to by the Distributor below.
SUB-ADMINISTRATION AGREEMENTSub-Administration Agreement • February 1st, 2019 • Highland Floating Rate Opportunities Fund • Pennsylvania
THIS SUB-ADMINISTRATION AGREEMENT (this “Agreement”) is made as of the 19th day of July, 2018 (the “Effective Date”), by and between Highland Capital Management Fund Advisors, L.P., a limited partnership formed under the laws of the state of Delaware and NexPoint Advisors, L.P., a limited partnership formed under the laws of the state of Delaware (together, the “Adviser”), and SEI Investments Global Funds Services, a statutory trust formed under the laws of the State of Delaware (the “Administrator”).
DISTRIBUTION AGREEMENTDistribution Agreement • August 25th, 2017 • Highland Floating Rate Opportunities Fund Ii • New York
This Distribution Agreement (“Agreement”) is made by and between the investment companies of the Highland Family of Funds, identified on Schedule A (each a “Fund” and collectively, the “Funds”) and Highland Capital Fund Distributors, (the “Distributor”), and is effective as of the date accepted and agreed to by the Distributor below .
ADMINISTRATION SERVICES AGREEMENTAdministration Services Agreement • August 25th, 2017 • Highland Floating Rate Opportunities Fund Ii
THIS AGREEMENT is made as of December 4, 2006 by and between HIGHLAND CAPITAL MANAGEMENT, L.P., a Delaware limited partnership (“Highland”), and HIGHLAND FUNDS I, a Delaware statutory trust (the “Trust”).
AMENDMENT TO CUSTODY AGREEMENTCustody Agreement • June 11th, 2019 • Highland Income Fund\ma • New York
This Amendment (“Amendment”) is made as of the 8th day of April, 2019, by and between each Fund listed on Annex A to the Agreement (as defined below) (each, a “Fund”) and THE BANK OF NEW YORK MELLON (“BNY Mellon”).
TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENTTransfer Agency and Registrar Services Agreement • February 1st, 2019 • Highland Floating Rate Opportunities Fund • New York
THIS TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENT (this “Agreement”), dated as of November 3, 2017 (the “Effective Date”), is entered into by and between HIGHLAND FLOATING RATE OPPORTUNITIES FUND, a Massachusetts business trust (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (“AST”; together with the Company, the “Parties”; each, the “Party”).
AMENDMENT to Transfer Agency and Service Agreement between Highland Funds Each of the Entities, Individually and not Jointly, as listed on Schedule A and Boston Financial Data Services, Inc.Transfer Agency and Service Agreement • August 25th, 2017 • Highland Floating Rate Opportunities Fund Ii
This Amendment is made as of this st day of August, 2017, between each of the entities, individually and not jointly, as listed on Schedule A (collectively, the “Funds” and individually, the “Fund”) and Boston Financial Data Services, Inc. (the “Transfer Agent”). The Funds and the Transfer Agent are parties to a Transfer Agency and Service Agreement dated December 26, 2012, as amended, (the “Agreement”). In accordance with Section 16.1 (Amendment) and Section 17 (Additional Portfolios/Funds) of the Agreement, the parties desire to amend the Agreement as set forth herein.
INVESTMENT ADVISORY AGREEMENT AGREEMENT made as of September 1, 2017, by and between Highland Capital Management Fund Advisors, L.P., a Delaware limited partnership (the "Adviser"), and Highland Floating Rate Opportunities Fund II, a Massachusetts...Investment Advisory Agreement • February 25th, 2019 • Highland Floating Rate Opportunities Fund • Delaware
THIRD AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF HIGHLAND INCOME FUNDThird Amended and Restated Agreement and Declaration of Trust • December 30th, 2021 • Highland Income Fund\ma
Highland Floating Rate Opportunities Funds IIAdministration Services Agreement • August 25th, 2017 • Highland Floating Rate Opportunities Fund Ii
Reference is made to that certain Administration Services Agreement, dated as of December 4, 2006, as amended (the “Agreement”), by and between Highland Capital Management Fund Advisors, L.P., a Delaware limited partnership (the “Highland”) and Highland Funds I, a Delaware statutory trust (the “HFI”).
AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF HIGHLAND FLOATING RATE OPPORTUNITIES FUND To the Secretary of State of Commonwealth of Massachusetts It is hereby stated that: 1. This document constitutes an amendment...Second Amended and Restated Agreement and Declaration of Trust • February 25th, 2019 • Highland Floating Rate Opportunities Fund
CREDIT AGREEMENT Dated as of February 2, 2018 among HFRO SUB, LLC, as Borrower, THE LENDER PARTIES HERETO, BANK OF AMERICA, N.A., as Administrative Agent and The Other Lender Parties Hereto BANK OF AMERICA MERRILL LYNCH, as Sole Lead Arranger and Sole...Credit Agreement • February 1st, 2019 • Highland Floating Rate Opportunities Fund • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of February 2, 2018, among HFRO SUB, LLC, a Delaware limited liability company, (the “Company” or the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”) and BANK OF AMERICA, N.A., as Administrative Agent.
AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF HIGHLAND FLOATING RATE OPPORTUNITIES FUNDSecond Amended and Restated Agreement and Declaration of Trust • October 29th, 2018 • Highland Floating Rate Opportunities Fund
AMENDMENT to Transfer Agency and Service Agreement between Highland Funds Each of the Entities, Individually and not Jointly, as listed on Schedule A and Boston Financial Data Services, Inc.Transfer Agency and Service Agreement • October 27th, 2017 • Highland Floating Rate Opportunities Fund
This Amendment is made as of this 25th day of September, 2017, between each of the entities, individually and not jointly, as listed on Schedule A (collectively, the “Funds” and individually, the “Fund”) and Boston Financial Data Services, Inc. (the “Transfer Agent”). The Funds and the Transfer Agent are parties to a Transfer Agency and Service Agreement dated December 26, 2012, as amended, (the “Agreement”). In accordance with Section 16.1 (Amendment) and Section 17 (Additional Portfolios/Funds) of the Agreement, the parties desire to amend the Agreement as set forth herein.
SECOND AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF HIGHLAND FLOATING RATE OPPORTUNITIES FUNDSecond Amendment to the Second Amended and Restated Agreement and Declaration of Trust • June 11th, 2019 • Highland Income Fund\ma
SECOND AMENDMENT TO THE THIRD AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF HIGHLAND INCOME FUND To the Secretary of State of Commonwealth of Massachusetts It is hereby stated that: 1. This document constitutes an amendment (the...Amendment to the Third Amended and Restated Agreement and Declaration of Trust • March 17th, 2021 • Highland Income Fund\ma
AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF HIGHLAND FLOATING RATE OPPORTUNITIES FUNDSecond Amended and Restated Agreement and Declaration of Trust • February 1st, 2019 • Highland Floating Rate Opportunities Fund
AMENDMENT TO THE SECOND AMENDED AND RESTATED AGREEMENT AND DECLARATION OF TRUST OF HIGHLAND FLOATING RATE OPPORTUNITIES FUND To the Secretary of State of Commonwealth of Massachusetts It is hereby stated that: 1. This document constitutes an amendment...Second Amended and Restated Agreement and Declaration of Trust • February 25th, 2019 • Highland Floating Rate Opportunities Fund
Highland Floating Rate Opportunities Funds IIAdministration Services Agreement • October 27th, 2017 • Highland Floating Rate Opportunities Fund
Reference is made to that certain Administration Services Agreement, dated as of December 4, 2006, as amended (the “Agreement”), by and between Highland Capital Management Fund Advisors, L.P., a Delaware limited partnership (the “Highland”) and Highland Funds I, a Delaware statutory trust (the “HFI”).
ADDENDUM TO TRANSFER AGENCY AND REGISTRAR SERVICES AGREEMENTTransfer Agency and Registrar Services Agreement • July 31st, 2019 • Highland Income Fund\ma
This Addendum (this “Addendum”), is made as of July 29, 2019, by and between Highland Income Fund (formerly, Highland Floating Rate Opportunities Fund), a Massachusetts business trust (the “Company”) and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company (“AST”).
